PENG · Penguin Solutions, Inc. · Debt

Certain defined terms used herein have the meanings assigned to them in the Preliminary Offering Memorandum dated July 13, 2026 (the “**Offering Memorandum**”) relating to the USD 650,000,000 principal amount of 0.00% Convertible Senior Notes due 2031 (the “**Base Convertible Securities**”) issued by Counterparty (as increased by [up to]^4^ an additional USD 100,000,000 principal amount of 0.00% Convertible Senior Notes due 2031 [that may be]^5^ issued pursuant to the option to purchase additional Convertible Securities [exercised on the date hereof]^6^ (the “**Optional Convertible Securities**” and, together with the Base Convertible Securities, the “**Convertible Securities**”)) pursuant to an Indenture [to be]^7^ dated July 17, 2026 between Counterparty and U.S. Bank Trust Company, National Association, as trustee (the “**Indenture**”).

Issuer evidence: The purpose of this communication (this “**Confirmation**”) is to set forth the terms and conditions of the call option transaction entered into on the Trade Date specified below (the “**Transaction**”) between [**Insert Dealer Name**] (“**Dealer**”)[, through its agent [\_\_\_\_\_] (the “**Agent**”),]^3^ and Penguin Solutions, Inc. (“**Counterparty**”). This communication constitutes a “Confirmation” as referred to in the Agreement specified below.

Supporting evidence: Certain defined terms used herein have the meanings assigned to them in the Preliminary Offering Memorandum dated July 13, 2026 (the “**Offering Memorandum**”) relating to the USD 650,000,000 principal amount of 0.00% Convertible Senior Notes due 2031 (the “**Base Convertible Securities**”) issued by Counterparty (as increased by [up to]^4^ an additional USD 100,000,000 principal amount of 0.00% Convertible Senior Notes due 2031 [that may be]^5^ issued pursuant to the option to purchase additional Convertible Securities [exercised on the date hereof]^6^ (the “**Optional Convertible Securities**” and, together with the Base Convertible Securities, the “**Convertible Securities**”)) pursuant to an Indenture [to be]^7^ dated July 17, 2026 between Counterparty and U.S. Bank Trust Company, National Association, as trustee (the “**Indenture**”).

Supporting evidence: Certain defined terms used herein have the meanings assigned to them in the Preliminary Offering Memorandum dated July 13, 2026 (the “**Offering Memorandum**”) relating to the USD 650,000,000 principal amount of 0.00% Convertible Senior Notes due 2031 (the “**Base Convertible Securities**”) issued by Counterparty (as increased by [up to]^4^ an additional USD 100,000,000 principal amount of 0.00% Convertible Senior Notes due 2031 [that may be]^5^ issued pursuant to the option to purchase additional Convertible Securities [exercised on the date hereof]^6^ (the “**Optional Convertible Securities**” and, together with the Base Convertible Securities, the “**Convertible Securities**”)) pursuant to an Indenture [to be]^7^ dated July 17, 2026 between Counterparty and U.S. Bank Trust Company, National Association, as trustee (the “**Indenture**”).

On July 17, 2026, Penguin Solutions, Inc. (the “Company”) issued $750.0 million aggregate principal amount of the Company’s 0.00% Convertible Senior Notes due 2031 (the “Notes”) pursuant to an indenture, dated July 17, 2026 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

Issuer evidence: On July 17, 2026, Penguin Solutions, Inc. (the “Company”) issued $750.0 million aggregate principal amount of the Company’s 0.00% Convertible Senior Notes due 2031 (the “Notes”) pursuant to an indenture, dated July 17, 2026 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

Supporting evidence: The Notes will not bear regular interest, and the principal amount of the Notes will not accrete. The Notes will mature on August 1, 2031, unless earlier converted, redeemed or repurchased. The Notes are convertible into cash and, if applicable, shares of the Company’s common stock, $0.03 par value per share (the “Common Stock”).

Supporting evidence: On July 17, 2026, Penguin Solutions, Inc. (the “Company”) issued $750.0 million aggregate principal amount of the Company’s 0.00% Convertible Senior Notes due 2031 (the “Notes”) pursuant to an indenture, dated July 17, 2026 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

Supporting evidence: On July 17, 2026, Penguin Solutions, Inc. (the “Company”) issued $750.0 million aggregate principal amount of the Company’s 0.00% Convertible Senior Notes due 2031 (the “Notes”) pursuant to an indenture, dated July 17, 2026 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).